Forward Water arranges $750,000 private placement

Executive Summary

• Forward Water Technologies Corp. has arranged a proposed non-brokered private placement of convertible debentures with gross proceeds of up to $750,000.
• The debentures carry a 14% annual interest rate, mature in 36 months, and offer conversion options into common shares at $0.07 per share (first year) and $0.10 per share (subsequent years).
• Company insiders are expected to subscribe for at least 25% of the offering, constituting a related party transaction under Multilateral Instrument 61-101, for which the company intends to rely on specific exemptions from formal valuation and minority approval requirements.

Key Details

• Transaction Structure: Non-brokered private placement of convertible debentures.
• Gross Proceeds: Up to $750,000.
• Maturity: 36 months from the date of issuance.
• Interest Rate: 14% per annum, payable annually.
• Conversion Terms:
  • Holders have the option to convert principal and accrued interest into common shares.
  • Conversion Price (First Year): $0.07 per share.
  • Conversion Price (Subsequent Years): $0.10 per share.
  • Subject to customary adjustments.
• Insider Participation:
  • Insiders intend to subscribe for at least 25% of the offering.
  • Classified as a related party transaction under Multilateral Instrument 61-101.
  • Company intends to rely on exemptions from sections 5.5(a) and 5.7(1)(a) of MI 61-101 regarding formal valuation and minority approval, based on the determination that insider participation fair market value will not exceed 25% of the company's market capitalization.
• Regulatory and Closing Conditions:
  • Closing is subject to obtaining all necessary corporate and regulatory approvals, including approval from the TSX Venture Exchange.
  • Conducted in reliance upon certain prospectus exemptions.
  • Securities issued are subject to a statutory hold period of four months plus one day from the date of issuance.
• Fees: The company may pay finders' fees in accordance with TSX-V policies.